Dilution limits.


The [PSP] and the [SBP] operate with market-purchased shares that are held in an Employee Benefit Trust. The Company’s all-employee plans may be satisfied using either new-issue or market-purchased shares.

The Company’s all-employee plans and the now-closed Executive Share Option Scheme operate within the [ABI]’s dilution limit of 5% in ten years for executive schemes and all its plans operate within the 10% in ten years limit for all schemes. As at 31 December 2009, the Company had 4.56% share capital available under the 5% in ten years limit, and 8.03% share capital available under the 10% in ten years limit.

At 31 December 2009 27,893,949 shares were held by the Employee Benefit Trust to hedge outstanding awards of 43,755,398 for the PSP and SBP. This means that the Trust holds 63.7% of outstanding awards.

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